Qualitative and quantitative morphological studies of the sternocostalis muscle innervation were made on rats chronically intoxicated with 2,5 hexanedione (2,5 HD) using the zinc iodide-osmium (ZIO) technique. Two distinct phases were seen in the events at the motor endplate. First, the number of motor endplates forming spontaneous terminal sprouts was found to increase linearly with time and, from the third week onward, the sprouts appeared to become progressively elongated. This latter change was associated with the appearance of swollen axons within intramuscular nerve bundles. Second, from the sixth week onward, wallerian degeneration of nerve fibers was seen and terminal sprouts began to make new arborizations on muscle fibers. By the eighth week, this occurred in as many as 66% of the rats, and collateral sprouting was also observed at this time. The occurrence of increased spontaneous terminal sprouting due to altered neuromuscular function is discussed in the light of axonal changes resulting from neurofilament accumulation following 2,5 HD intoxication.